“Agreement” means this TOU as may be amended periodically, and all materials referred or linked to in this TOU. “Client” means the individual or entity that uses the Service of an Enrolled Agent “Content” means all information, data, text, software, music, sound, photographs, graphics, video, reviews, messages, or other materials whether publicly posted on or privately transmitted through EnrolledAgent.com “Enrolled Agent” means a tax professional who is licensed by the IRS to represent a Client before the IRS and who is listed on EnrolledAgent.com “EnrolledAgent.com”, “EA.com”, “we”, “us” or “our” means EnrolledAgent.Com, LLC and our affiliates. “IRS” means the Internal Revenue Service “Personal Data” means credit or debit card numbers; bank and other financial account details; social security numbers, individual taxpayer identification numbers, employer identification numbers, or other Federal tax identification numbers; personal identity information, including passport numbers, driver’s license numbers, alien registration numbers or similar identifiers; employment, financial or health information; and any other information regulated by law, industry standards, or other data privacy regulations, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards “Services” means this website and products, services, or applications that we offer on this website including the “Ask an ENROLLED AGENT” program; or other products, services, templates, resources, or applications that are listed on our website but offered by Enrolled Agents or Third-Party Sites “Third-Party Sites” means third-party websites other than websites of Enrolled Agents, linked from within, accessed through, or advertised on EnrolledAgent.com “You” or “your” means the person or entity using EnrolledAgent.com, whether you are a Client, Enrolled Agent, third party, or user. “Your Content” means all Content publicly posted on, or privately transmitted through EnrolledAgent.com, by you.
2. Access to EnrolledAgent.com
For ClientsIf you are a Client, we may provide you with a list of Enrolled Agents in your geographic area. We strongly recommend that you interview more than one Enrolled Agent before making a final decision. Enrolled Agents whose professional information we provide to you are independent from EnrolledAgent.com. Although we state on our website that all Enrolled Agents listed have been appraised to ensure accurate profile and licensure, we are not affiliated to, and we do not endorse, guarantee, support or warrant, any Enrolled Agent, or their Services. If you choose to engage an Enrolled Agent or use any of an Enrolled Agent’s Services advertised on our website, the terms and conditions regarding your use or receipt of the Services are between you and the Enrolled Agent you have engaged with. We are not responsible for any questions, concerns or disputes that arise based on your use of an Enrolled Agent’s Services. The Enrolled Agents may use or transfer your Personal Data outside our website, and we are not responsible for such transfer. You engage with, and use an Enrolled Agent or any Third-Party Site, at your sole risk.
General We do not have, and will not seek to establish, control over any Content, its accuracy, integrity, or quality. By using the Service, you may be exposed to Content that is offensive, indecent, objectionable, or misleading. You release us from any and all liability arising from Content that is offensive, indecent, objectionable, harmful, misleading, or inaccurate. We assume no responsibility for viruses, errors, or omissions in any Content. We also assume no responsibility for the timeliness, deletion, non-delivery, mis-delivery, or failure to store your or any third-party’s Content or personalization settings. We will not be liable for any loss or damage of any kind incurred as a result of the use of any Content. Your content Some of the Services allow you to submit or generate content, learn about Enrolled Agents, their Services, and submit reviews. You agree to comply with this Agreement in submitting or generating Your Content. Specifically, you agree not to use EnrolledAgent.com with Content that: a. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, or obscene. b. stalks another, is invasive of another's privacy, or otherwise violates another person’s legal rights. c. is hateful, or racially, ethnically or otherwise objectionable. d. is confidential, proprietary or discloses Personal Data. e. infringes any intellectual property, patent, trademark, trade secret, copyright or other proprietary rights of any party. f. you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements). g. harms minors in any way. h. impersonates any person or entity, including, an EnrolledAgent.com official, forum leader, guide, or host. i. falsely states or otherwise misrepresents your affiliation with a person or entity. j. contains viruses, corrupted files, or any other similar software or programs that may damage the operation of another person's computer or telecommunications equipment. k. damages, disables, overburdens, or impairs our website. l. interferes with, restricts, or inhibits use of the Services and our website by another person. m. harvests or otherwise collects Personal Data about others, including e-mail addresses, without their consent. n. contains unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of solicitation, except in those areas of our website that are designated for such purpose; and/or o. violates any applicable law or regulation. You grant us all rights, licenses, and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content. We may edit or remove Your Content at any time in our sole discretion. Proprietary Rights We do not grant you license to any software by this Agreement. Our products and trademarks are protected by intellectual property laws, they belong to us, and we retain all ownership rights to them. You may not use any of our trademarks without our prior written permission. We request that you respect our intellectual property rights and those of others. We may, in our sole discretion, suspend the access or terminate your account or access if we deem that you have violated our or another’s intellectual property rights. If you believe that your work has been reproduced on our website in a way that infringes your copyright, please send us a notice, with the following information: a. identification of the copyrighted work claimed to have been infringed. b. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that should be removed or have restricted access to it, and reasonably sufficient information to enable us to locate the material. c. information reasonably sufficient to enable us to contact you, such as your name, address, telephone number, and e-mail address. d. a statement of good faith belief that the material is infringing. e. a statement that the information in this notice is accurate, and under penalty of perjury, you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. f. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest. If we find that you repeatedly infringe the copyright of others, we may terminate access to any of the Services. If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use such content, you may submit a counter-notice to us with the following information: a. Your physical or electronic signature. b. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled. c. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content. d. Your name, physical address, telephone number, and e-mail address; and e. a statement that you consent to the jurisdiction of the federal court in Dallas, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notification, you consent to having your information revealed in this way. We will not forward the counter-notification to any party other than the original claimant. After we send out the counter-notification, the claimant must then notify us within 10 days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notification, we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.
You may stop using our Services at any time unless you agree to use any particular Service on a subscription basis. We may terminate your access to the Services if we reasonably believe that you have: (a) violated any of the terms of this Agreement; and (b) used our website in a way that may adversely affect us, our prospects, our partners, or our users. We may also terminate or suspend your access immediately if we determine it to be necessary or desirable in our sole discretion. We are not obligated to release any of Your Content to you after termination.
5. Disclaimers: Limitation of Liability
Disclaimer of Warranties WE PROVIDE OUR SERVICES ON “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF OUR PRODUCTS OR SERVICES, OUR WEBSITE, OR THE ENROLLED AGENTS’ CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO ENROLLEDAGENT.COM, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OUR WEBSITE AND OTHER SOFTWARE MAY INCLUDE INACCURACIES OR TYPOGRAPHIC ERRORS. WE WILL HAVE NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR SERVICES; (c) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL DATA; (d) ANY INTERRUPTION OF TRANSMISSION TO OR FROM OUR WEBSITE OR SERVICES; (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; OR (f) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH OUR WEBSITE OR SERVICES. Exclusion of Damages ENROLLEDAGENT.COM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION, THE COST OF ANY GOODS OR SERVICES WHICH MAY BE PURCHASED OR OBTAINED AS A RESULT OF USING THE SERVICES. Limitation of Liability IF, NOTWITHSTANDING THE TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, YOU AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE GREATER OF: (A) THE AMOUNT THAT YOU PAID ENROLLEDAGENT.COM, WITHIN THE LAST SIX MONTHS PRECEDING YOUR CLAIM FOR DAMAGES, FOR YOUR USE OF THE SERVICES; OR (B) $200. State Law Rights CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISION, WE WOULD NOT PROVIDE ENROLLEDAGENT.COM AND ANY OF THE SERVICES TO YOU.
You agree to indemnify, defend and hold us, our employees, representatives, licensors, attorneys, affiliates, directors, and partners harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, a "Claim") brought against us to the extent that such Claim is based upon or arises out of: (a) your use of our website or any of our software, (b) your noncompliance with or breach of this Agreement, or (c) your use, offer or provision of Services or Third-Party Sites. We will notify you in writing within thirty (30) days of our becoming aware of any such Claim. If you are obligated to indemnify us pursuant to this provision, we may in our sole discretion, control the disposition of any Claim at your sole cost and expense. If we decide to give you sole control of the defense or settlement of such a claim, we will provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. However, you shall not accept any settlement that (a) imposes an obligation on us, (b) requires us to make an admission, or (c) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Governing Law and Dispute Resolution The laws of the State of New York shall govern this Agreement, without regard to the conflict of laws provisions thereof. All disputes, differences, controversies, or claims arising out of or relating to this Agreement, including, but not limited to, any question regarding its existence, validity, or termination, shall be finally and solely determined and settled by arbitration in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which rules are deemed to be incorporated by reference into this Section. The arbitration shall be conducted by a sole arbitrator. The language of all arbitration proceedings shall be English. The arbitral award shall state the reasons upon which the award is based. Judgment upon any arbitral award may be entered and enforced in any court of competent jurisdiction. Our Relationship You agree that no joint venture, partnership, employment, franchiser-franchisee, or agency relationship exists between you and us as a result of this Agreement. Compliance with Applicable Laws You shall comply with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders, as well as the sanctions programs administered by the Office of Foreign Assets Control of the US Department of Treasury. You agree to comply with export laws and regulations, and any other relevant local export laws and regulations that may apply to Enrolled Agents, Third Party Sites, and the Services. Severability, Non-Waiver, Entire Agreement, Force Majeure If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that this is the complete and exclusive agreement between us, and this Agreement supersedes any proposal or prior agreement whether oral or written, and any other communication between us relating to the subject matter of this Agreement. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. We will not be liable for failing to perform under this Agreement because of any event beyond our reasonable control. Limitation of Actions Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Services, must be filed within one calendar year after such claim or cause of action arises, or forever be barred. Notices Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt. To EnrolledAgent.com: 100 Church St, New York, NY 10007 To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.